Starting a Business in India

Starting a Business in India

Setting up business in India has been liberalised over the years, still it requires Company Incorporation, approvals if required, legal compliances and registration with various authorities. We provide our clients Business Setup Solution based on “turnkey” methodology which takes care of approvals, legal compliances, registrations with authorities etc. to provide a ready to operate business setup in shortest possible time frame.

Setting up business in India involves various steps, however the process can broadly be classified into three steps:

Approval for Investments

In today’s liberalised environment setting up a business and making investment in India generally do not require any approval and is covered under the automatic route. However, in case of some industries approval is required for setting up business in India. We provide services for obtaining approvals from Foreign Investment Promotion Board (FIPB) or Reserve Bank of India, as may be required. We also provide services for formulating strategy for mode of business setup i.e. Foreign Branch Setup or Liaison Office setup or Setup of Subsidiary Company as may be suitable.

Incorporation of Company, Foreign Branch / Liaison Office

For setting up business in India through limited liability company involves registration with Registrar of Companies (ROC) under the Companies Act. Formation of company involves various steps like name approval, obtaining DIN & digital signature of directors, preparation of Memorandum of Association etc. Our Business Setup Solution takes care of all the required compliances and procedure for incorporation of company and endeavors to provide our clients ready to operate business setup in shortest time frame under “turnkey” methodology.

Registration with Various Authorities

In India a Business Setup to become fully functional require to register with various tax, labour and other authorities. For eg. a manufacturing / trading setup is required to get registered with Sales Tax / VAT Authorities, Income Tax Department, Excise Department, Custom Department (if involved in import / export), Provident Fund Department, ESI Department etc. Our Business Setup Solution working on “turnkey” methodology, provides services for registration with various authorities immediately after incorporation. This leads to providing our clients ready to operate business setup within the shortest possible timeframe.

Our Business Setup India Services

we help organisations all over the world Setup Business in India. For more details on our Services for Setting Up Business in India

Starting a Business in India – New Simple Step-by-Step Process: [2017]

Company registration has forever been a major hassle for entrepreneurs looking to set up their businesses in India. It’s no wonder then that India has been ranked 158th on Ease of Starting a Business. The newly Form INC-32,33,34 Spice a five-in-one form introduced by the Ministry of Corporate Affairs (MCA) in May 2015, will go a long way toward improving this ranking.

The INC-32,33,34 doesn’t replace the old procedure(at least not yet), but significantly reduces interaction with the authorities through the clubbing of forms for DIN allotment, name reservation, incorporation, PAN & TAN, as well as ESIC registration. Do note, however, that while INC-29 does begin the PAN & TAN and ESIC registration process, you are still required to submit supporting documents and information on the MCA’s e-biz (ebiz.gov.in) portal (so for now it not clear why PAN, TAN and ESIC details are asked; perhaps the government plans to integrate these later).

The INC-29 form has tremendous ramifications on the registration process. If you have registered a company prior to May 2015, you will immediately recognize how much smoother this process can be. Here are the various steps involved:

Procedure 1:

Obtain Digital Signature Certificate from MAC-authorised agency

Time to Complete: 2 to 5 days

Cost to Complete: INR 1,500

Any one of the proposed directors must obtain a Class-II Digital Signature Certificate (DSC) from an MAC-authorised agency to use the electronic filing system of the MCA 21. There are six vendors in all, including Tata Consultancy Services, e-Mudhra and n-Code. The rates of each vendor differs vastly, from INR 400 to INR 2650. Charges would include the cost of a physical USB token and the certificate itself.

It would take 2 to 5 days to complete this, mostly depending on how long it takes to courier your documents to the vendor.

Procedure 2:

Preparing INC-32,33,34

Time to Complete: 1 to 3 days

Cost to Complete: Company secretary fees

As soon as you get your DSC, you can file INC-32,33,34, but don’t assume that you will be ready to do so. The INC-32,33,34 is an eight-page form requiring several pieces of information and documents, some of which require a Company Secretary’s signature, to be submitted in one go. Also, in case of errors in your form, resubmission is allowed only once, after which you will have to pay form filing fees again and apply for a refund on the government fees you’ve paid. So please note the documents you need to have in order to prepare the INC-32,33,34 and the attachments.

For Director Information Number Application:

Up to three directors can apply for the Director Information Number (DIN) through INC-32,33,34; the rest, if any, may do so separately. The DIN is the number through which the MCA identifies directors of companies. Obtaining a DIN involves the submission of the following documents:

Scanned copy of Passport-sized photograph

Scanned copy of PAN card (passport if foreign national) and Driver’s License/Voter ID/Latest Utilities Bill. Both should be self-attested, but foreign nationals would need them notarised by the Indian embassy, too (if they belong to countries not in the commonwealth, they would also need to be apostilled).

For Name Approval

While the old process allowed you to submit six options for your company name, in order of preference, the INC-32,33,34 only allows you to give one option. Understanding the MCA’s naming guidelines, therefore, is critical to ensuring your form is approved on first attempt. Largely, you need to follow the following rules:

Ensure that your company’s proposed name has not already been taken on mca.gov.in.

Ensure that there is no registered trademark in the same name by checking . If there is one, you can get an NoC from the trademark owner authorising you to use it.

Ensure that the first half of the name is unique. Avoid geographical references, adjectives, abbreviations and generic terms. Also, the words bank, exchange and stock exchange require approval from RBI and SEBI.

Ensure that the second half describes the sector you’re in.

Once you’ve decided on a name, also describe the significance of the name in one or two sentences. It would need to be entered into the form.

For Memorandum and Articles of Association

The Memorandum of Association (MoA) and Articles of Association (AoA) need to be attached to the INC-29. These may or may not be drafted by a Company Secretary, but should contain the signature of one. The MoA will also contain the main objects of your business (keep in mind that the Registrar tends to disapprove of businesses that are in unrelated sectors). You would also need to attach an affidavit from all subscribers through Form INC-9 (available on mca.gov.in). The cost of these documents would vary depending on the Company Secretary you choose.

For Registered Office Verification

All companies must have a registered office address. This does not have to be a commercial space. It can even be the home of a director. But the details need to be provided, along with a copy of the Rental Agreement along with an NoC from the owner (if rented property) and sale deed (if property is owned).

For Appointment Letters and Declarations

A number of attachments need to be submitted along with the application. These need to be self-attested, but a Company Secretary must give a separate declaration toward your company verifying the authenticity of all the declarations. The required attachments are:

Letters of appointment of directors, CEO, managers

Declaration by first director in INC-9

Declararion by appointee director and managing director in Form DIR-2.

Procedure 3

Filing INC-32,33,34

Time to Complete: 1 day

Cost to Complete: Rs. 2000 + authorised capital fee + stamp duty

If you have all the papers in order, you can now file the INC-32,33,34. Fill in the form and attach all the required documents. Ensure that you haven’t missed anything out or it will come in for resubmission. And if the Registrar finds an error in your form on resubmission, too, the form will be rejected completely.

Once you file the form, you will be directed to pay the fees and stamp duty to a payment gateway. The fees will change according to the authorised capital fee and the stamp duty will vary according to your location. Stamp duty is similar in most states, but costlier in Punjab and Kerala.

Authorised capital fees are as follows:

a. INR 100,000: INR 5,000;b. For every INR 100,000 of authorized capital up to INR 500,000, INR 4,000;c. For every INR 100,000 of authorized capital up to INR 50,00,000, INR 3,000;
d. For every INR 100,000 of authorized capital up to INR 100,00,000, INR 1,000;e. For every INR 100,000 of authorized capital over INR 100,00,000, INR 750.

Let’s take an example. For a company with a registered office in Mumbai and authorized capital of Rs. 300,000, the fees would be as follows:

Memorandum of Association: Rs. 2000

Articles of Association: Rs. 300

Stamp Duty: Rs. 1300

Authorised Capital Fee: Rs. 13,000

INC-32,33,34: 2000

Procedure 4:

Issue of Incorporation Certificate

Time to Complete: 2 days onwards

Cost to Complete: Does not apply

While the government claims that it will issue the incorporation certificate within two days, this is still to be tested. However, the filing of the singleINC-32,33,34 form will grant you the incorporation certificate, which is, in itself, a huge step forward.

Once you receive this certificate, you can follow the old steps listed below from Procedure 6 (Make a Seal) onwards. Hopefully, the PAN & TAN and ESIC registrations are also soon combined in the INC-32,33,34, as seems to be the plan. This would shorten the procedure some more and move us further up the rankings on the Ease of Doing Business Index.

Please bear in my mind that these are standard procedures and are applicable in most cities in India, however, some in some cities there are some additional (or lack of) processes that you will have to find out.

The steps given below are for incorporating a Business in the city of Mumbai.

Reserve the company name online with the Registrar of Companies (ROC) (National)

2 days

INR 1000

4

Stamp the company documents at the State Treasury (State) or authorized bank (Private)

1 day

INR 4200 (INR 200 for MOA + INR 4,000 for AOA for every INR 100,000 of share capital or part thereof + INR 1000 for stamp paper for declaration Form 1)

5

Get the Certificate of Incorporation from the Registrar of Companies, Ministry of Corporate Affairs (National)

5 days

INR 14,133 (see comments)

6

Make a seal (Private)

1 day

INR 750 (cost depends on the number of seals required and the time period for delivery)

7*

Obtain a Permanent Account Number (PAN) from an authorized franchise or agent appointed by the National Securities Depository Ltd. (NSDL) or the Unit Trust of India (UTI) Investors Services Ltd., as outsourced by the Income Tax Department (National)

Detailed Steps and Explanation of procedure to start Business in India

Procedure 1.

Procedure:The process to obtain the Director Identification Number (DIN) is as follows:

1. Obtain the provisional DIN by filing application Form DIN-1 online. This form is on the Ministry of Corporate Affairs 21st Century (MCA 21) portal. The provisional DIN is immediately issued.
The application form must then be printed and signed and sent for approval to the ministry by courier along with proof of identity and (address):
a. Identity proof (any of the following): Permanent Account Number card, driver’s license, passport, or voter card;
b. Residence proof (any of the following): driver’s license, passport, voter card, telephone bill, ration card, electricity bill, bank statement;
2. The concerned authority verifies all the documents and, upon approval, issues a permanent DIN. The process takes about 4 weeks.

Procedure 2.

Procedure: To use the new electronic filing system under MCA 21, the applicant must obtain a Class-II Digital Signature Certificate. The digital signature certificate can be obtained from one of six private agencies authorized by MCA 21 such as Tata Consultancy Services. Company directors submit the prescribed application form along with proof of identity and address. Each agency has its own fee structure, ranging from INR 400 to INR 2650.

Procedure 3.

Reserve the company name online with the Registrar of Companies (ROC) (National)

Time to complete: 2 days

Cost to complete: INR 1000

Procedure: Company name approval must be done electronically. Under e-filing for name approval, the applicant can check the availability of the desired company name on the MCA 21 web site.
The ROC in Mumbai has staff members working full time on name reservations (approximately 3 but more if the demand increases). A maximum of 6 suggested names may be submitted. They are then checked by ROC staff for any similarities with all other names in India.
The MCA receives approximately 50-60 applications a day. After being cleared by the junior officer, the name requests are sent to the senior officer for approval.
Once approved, the selected name appears on the website. Applicants need to keep consulting the website to confirm that one of their submitted names was approved.
In practice, it takes 2 days for obtaining a clearance of the name if the proposed name is available and conforms to the naming standards established by the Company Act (1 day for submission of the name and 1 day for it to appear on the MCA website).

Procedure 4.

Stamp the company documents at the State Treasury (State) or authorized bank (Private)

Time to complete: 1 day

Cost to complete: INR 4,300 (INR 200 for MOA + INR 4,000 for AOA for every INR 100,000 of share capital or part thereof + INR 100 for stamp paper for declaration Form 1)

Procedure: The request for stamping the incorporation documents should be accompanied by unsigned copies of the Memorandum and Articles of Association, and the payment receipt.
The company must ensure that the copies submitted to the Superintendent of Stamps or to the authorized bank for stamping are unsigned and that no promoter or subscriber has written anything on it by hand. The Superintendent returns the copies, one of which is duly stamped, signed, and embossed, showing payment of the requisite stamp duty. The rate of stamp duty varies from state to state.
According to Article 10 and Article 39 of the Indian Stamp Act (1899), the stamp duty payable on the Memorandum and Articles of Association for company incorporation in Mumbai, Maharashtra, is as follows:a. Articles of Association: INR 1000/- for every INR 500,000/- of share capital (or part thereof), subject to a maximum of INR 50,000,000;b. Memorandum of Association: INR 200;c.Form-1 (declaration of compliance): INR 100.

Once the memorandum and articles of association have been stamped, they must be signed and dated by the company promoters, including the company name and the description of its activities and purpose, father-“s name, address, occupation, and the number of shares subscribed. This information must be in the applicant’s handwriting and duly witnessed.

Procedure 5.

Get the Certificate of Incorporation from the Registrar of Companies, Ministry of Corporate Affairs (National)

Time to complete: 5 days

Cost to complete: INR 14,133 (see comments)

Procedure: The following forms are required to be electronically filed on the website of the Ministry of Company Affairs:e-form 32; e-form 33; and e-form 34.
Along with these documents, scanned copies of the consent of the initial directors, and also of the signed and stamped form of the Memorandum and Articles of Association, must be attached to Form 1.

The fees for registering a company can be paid online by credit card or in cash at certain authorized banks. One copy of the Memorandum of Association, Articles of Association, Form 1, Form 32, Form 18 and the original name approval letter, consent of directors and stamped power of attorney must be physically submitted to the Registrar of Companies. The certificate of incorporation is sent automatically to the registered office of the company by registered or rush mail.

The registration fees paid to the Registrar are scaled according to the company’s authorized capital (as stated in its memorandum):a. INR 100,000 or less: INR 4,000. If the nominal share capital is over INR 100,000, additional fees based the amount of nominal capital apply to the base registration fee of INR 4,000:b. For every INR 10,000 of nominal share capital or part of INR 10,000 after the first INR 1,00,000, up to INR 500,000: INR 300;c. For every INR 10,000 of nominal share capital or part of INR 10,000 after the first INR 500,000, up to INR 5,000,000: INR 200;d. For every INR 10,000 of nominal share capital or part of INR 10,000 after the first INR 5,000,000, up to INR 1 10,000,000: INR 100;e. For every INR 10,000 of nominal share capital or part of INR 10,000 after the first INR 10,000,000: INR 50.

The payment of fees can be made:1. offline: one can upload all incorporation documents and generate the payment challan. Against this challan, the applicant must obtain a demand draft for filing fees amount in favour of -” the Pay and Accounts Office, Ministry of Corporate Affairs, New Delhi” and this demand draft is payable in Mumbai. The applicant must make the payment at specified branches of certain banks. It takes around one week for clearance of payment. Only after the clearance of payment does the ROC accept the documents for verification and approvals;2. online: the applicant makes the payment by credit card and the system accepts the documents immediately. Please note that in Mumbai, the ROC requests for pre-scrutiny of documents for any corrections, before they are uploaded. Once the documents have been uploaded, they can then be approved without any further correction. The online filing mechanism requires only one copy of scanned documents to be filed (including stamped MOA, AOA, and POA).

Schedule of Registrar filing fees for the articles and for the other forms (l, 18, and 32):a. INR 200 for a company with authorized share capital of more than INR 100,000 but less than INR 500,000;b. INR 300 for a company with nominal share capital of INR 500,000 or more but less than INR 2,500,000;c.INR 500 for a company with nominal share capital of INR 2,500,000 or more.

Procedure 6.

Make a seal (Private)

Time to complete: 1 day

Cost to complete: INR 750 (cost depends on the number of seals required and the time period for delivery)

Procedure: Although making a company seal is not a legal requirement for the company to be incorporated, companies require a seal to issue share certificates and other documents. The cost depends on the number of words to be engraved, the number of seals required, and the time period for delivery. The cost can range from INR 300 to INR 500.

Procedure 7.

Obtain a Permanent Account Number (PAN) from an authorized franchise or agent appointed by the National Securities Depository Ltd. (NSDL) or the Unit Trust of India (UTI) Investors Services Ltd., as outsourced by the Income Tax Department (National)

Procedure: Under the Income Tax Act, 1961, each person must quote his or her Permanent Account Number (PAN) for tax payment purposes and the Tax Account Number (TAN) for depositing tax deducted at source. The Central Board of Direct Taxes (CBDT) has instructed banks not to accept any form for tax payment (challan) without the PAN or TAN, as applicable. The PAN is a 10-digit alphanumeric number issued on a laminated card by an assessing officer of the Income Tax Department.

In order to improve PAN-related services, the Income Tax department (effective July 2003) outsourced their operations pertaining to allotment of PAN and issuance of PAN cards to UTI Investor Services Ltd, which was authorized to set up and manage IT PAN Service Centers in all cities where there is an Income Tax office. The National Securities Depository Limited (NSDL) has also launched PAN operations effective June 2004, setting up TIN Facilitation Centers.

The PAN application is made through the above mentioned service centers using Form 49A, with a certified copy of the certificate of registration, issued by the Registrar of Companies, along with proof of company address and personal identity. A fee of INR 60 (plus applicable taxes) applies for processing the PAN application. IT PAN Service Centers or TIN Facilitation Centers will supply PAN application forms (Form 49A), assist the applicant in filling out the form, collect filled-out forms, and issue an acknowledgement slip. After obtaining PAN from the Income Tax department, UTIISL or NSDL as the case may be, will print the PAN card and deliver it to the applicant.

The application for PAN can also be made online but the documents still need to be physically dropped off for verification with the authorized agent. For more details see(www.incometaxindia.gov.in , www.utiisl.co.in , and www.tin.nsdl.co.in )

Procedure 8.

Obtain a Tax Account Number (TAN) for income taxes deducted at source from the Assessing Office in the Mumbai Income Tax Department

Time to complete: 7 days

Cost to complete: INR 67 (INR 67 application fee + 15% service tax)

Comment: The Tax Account Number (TAN) is a 10-digit alphanumeric number required of anyone responsible for deducting or collecting tax. The provisions of Section 203A of the Income Tax Act require that all persons who deduct or collect tax at the source must apply for a TAN. The section also makes it mandatory for the TAN to be quoted in all tax-deducted-at-source (TDS) and tax-collected-at-source (TCS) returns, all TDS/TCS payment challans, and all TDS/TCS certificates issued.

Failure to apply for a TAN or to comply with any of the other provisions of the section is subject to a penalty of INR 10,000/- . The application for allotment of a TAN must be filed using Form 49B and submitted at any TIN Facilitation Center authorized to receive e-TDS returns.

Locations of TIN Facilitation Centres can be found at www.incometaxindia.gov.in and http://tin.nsdl.com The processing fee for both applications (a new TAN or a change request) is INR 50 (plus applicable taxes). After verification of application, the same is sent to the Income Tax Department and upon satisfaction the department issues the TAN to the applicant.

The national government levies the income tax. Since outsourcing, any authorized franchise or agent appointed by the National Securities Depository Services Limited (NSDL) can accept and process the TAN application. The application for a TAN can be made either online through the NSDL website (www.tin-nsdl.com) or offline.

Upon payment of the fee by credit card, the hard copy of the application must be physically filed with the NSDL.

Procedure 9.

Register with the Office of Inspector, Shops, and Establishment Act (State/Municipal)

Procedure: A statement containing the employer-“s and manager-“s names and the establishment’s name (if any), postal address, and category must be sent to the local shop inspector with the applicable fees.

According to Section 7 of the Bombay Shops and Establishments Act,-(1948), the establishment must be registered as follows: – Under Section 7(4), the employer must register the establishment in the prescribed manner within 30 days of the opening of the business. – Under Section 7(1), the establishment must submit to the local shop inspector Form A and the prescribed fees for registering the establishment. – Under Section 7(2), after Form A and the prescribed fees are received and the correctness of the statement on the form is satisfactorily audited, the certificate for the registration of the establishment is issued on Form D, according to the provisions of Rule 6 of the Maharashtra Shops and Establishments Rules of 1961.

Hence in the given case the registration fees would be INR 2000, as there are 50 employees In addition, an annual fee (three times the registration and renewal fees) is charged as trade refuse charges (TRC), under the Mumbai Municipal Corporation Act,-(1888).

Procedure 10.

Procedure: Beginning April 1, 2005, the sales tax was replaced by the VAT, which requires registration by filing Form 101.
The authorized representative signing the application must be available at the Sales-Tax Office on the day of application verification. The applicant goes to the Sales-Tax Office and up to the registration counter. The clerk at the counter verifies that the applicant has all the required documents and gives the applicant a token (waiting number). After a short wait, the applicant-“s number is called and the applicant approaches the desk of a sales-tax officer.

There, all the information on Form 101 is manually entered into the system by the officer. Within 10 minutes, the system generates a Tax Identification Number (TIN) Thereafter, the company is considered fully registered to pay taxes. However, the applicant must wait between 10 and 15 days to receive the VAT registration certificate by mail.

In addition to Form 101, other accompanying documentation includes:
1) Certified true copy of the memorandum and articles of association of the company;-
2) Proof of permanent residential address. At least 2 of the following documents must be submitted: copy of passport, copy of driver’s license, copy of election photo identity card, copy of property card or latest receipt of property tax from the Municipal Corporation, copy of latest paid electricity bill in the name of the applicant;-
3) Proof of place of business (for an owner, in the case of Doing Business): Proof of ownership of premises viz. copy of property card, ownership deed, agreement with the builder or any other relevant documents;-
4) One recent passport-sized photograph of the applicant;-
5) Copy of Income Tax Assessment Order with PAN or copy of PAN card;-

The whole process will be put online by the spring of 2009. This means that rather than physically having to go to the office, companies will fill in all their details online for Form 101 and then go to the office only so that the Sales Tax Office can verify the above listed-documentation.

Procedure 11.

Register for Profession Tax at the Profession Tax Office (State)

Time to complete: 2 days

Cost to complete: No cost

Procedure: According to section 5 of the Profession Tax Act, every employer (not being an officer of the government) is liable to taxation and shall obtain a certificate of registration from the prescribed authority. The company is required to apply to the registering authority using Form 1.

The registration authority for the Mumbai area is located at Vikarikar Bhavan, Mazgaon in Mumbai.

Depending on the nature of the business, the application should be supported with such documents as proof of address, details of company registration number under the Indian Companies Act (1956), details of the head office (if the company is a branch of company registered outside the state), company deed, certificates under any other act, and so forth.

Procedure 12.

Register with Employees’ Provident Fund Organization (National)

Time to complete: 12 days

Cost to complete: No cost

Procedure: The Employees Provident Funds and Miscellaneous Provisions Act (1952) applies to an establishment, employing 20 or more persons and engaged in any of the 183 industries and classes of business establishments, throughout India excluding the State of Jammu and Kashmir.

The applicant fills in an application and is then allotted a social security number. The Provident Fund registration focuses on delinquent reporting, underreporting, or non-reporting of workforce size. Provident Fund registration is optional if the workforce size is not more than 20. The employer is required to provide necessary information to the concerned regional Provident Fund Organization (EPFO) in the prescribed manner for allotment of Establishment Code Number. No separate registration is required for the employees.

Nevertheless, all eligible employees are required to become members of the Fund and individual account number is allotted by the employer in the prescribed manner. As per an internal circular, the code number is to be allotted within 3 days of submission, if the application is complete in all respects. However, in many cases applicants have received the intimation letter with the code number in 12 to 15 days. An online application facility is not provided so far.

Procedure 13.

Register for medical insurance at the regional office of the Employees’ State Insurance Corporation (National)

Time to complete: 9 days

Cost to complete: No cost

Procedure: Registration is the process by which every employer/factory and every paid employee is identified for insurance purposes and their individual records are set up for them.

As per the Employees’ State Insurance (General), Form 01 must be submitted by the employer for registration. It takes 3 days to a week for the Employer Code Number to be issued. The-” “intimation letter””- containing the Code Number is mailed to the employer and that takes an additional couple of days.

The Employee-“s individual insurance is a separate process that is initiated upon the employer-“s registration. The employer is responsible for submitting the required declaration form and employees are responsible for providing correct information to the employer. The employee temporary cards (ESI Cards) are issued on the spot by the local offices in many places.

The temporary cards are valid for 13 weeks from the date of the employees’ appointment. It takes about 4 to 5 weeks to get a permanent ESI card.